Pineapple Energy Announces Distribution to Contingent Value Rights Holders
09 November 2024 - 12:45AM
Pineapple Energy Inc. (Nasdaq: PEGY) (“Pineapple” or the
“Company”), a leading provider of sustainable solar energy
and backup power to households, businesses, municipalities, and for
servicing existing systems, today announced that it will distribute
to the holders of its non-transferable Contingent Value Rights
(“CVRs”) a payment of $850,269, or $0.35 per CVR.
“Since taking the helm, one of our top
priorities has been honoring the trust of our investors. Making
good on our commitments means meeting our obligations to CSI
shareholders through these CVR distributions,” said Scott Maskin,
Interim Chief Executive Officer. “Our new leadership team continues
to author a new future for Pineapple Energy, with a focus on
elevating our corporate governance, properly aligning our cost
structure, creating a new corporate culture, and refining our
strategy to most effectively and efficiently address the
significant long-term market opportunities we believe exist in our
industry.”
Pursuant to the merger of Communications Systems
Inc. (CSI) and Pineapple, which was completed on March 28, 2022
(the “Merger”), CSI shareholders of record at the close of business
on March 25, 2022 (the “CVR Holders”) received one contractual,
non-transferable CVR per share of CSI common stock. Subject to the
terms of the Contingent Value Rights Agreement dated March 25, 2022
and amended on March 27, 2024, which governs the rights of
Pineapple and the CVR Holders, each CVR represents the right to
receive a pro rata portion of net proceeds available from the
disposition of CSI’s premerger assets following the Merger.
In addition to the distribution to all CVR
Holders, a nominal amount (in addition to the $0.35) will be paid
solely to the Pineapple Energy Employee Stock Ownership Plan
(“ESOP”) (formerly Communication Systems, Inc. Employee Stock
Ownership Plan) with respect to the CVRs held by the ESOP to permit
the orderly termination of the ESOP in 2024. The ESOP acquired its
CVRs at the time of the Merger for CSI shares allocated to the
accounts of CSI employees and former employees.
This payment of $0.35 per CVR is not a taxable
event. Please refer to Pineapple’s IRS Form 8937 posted
at https://ir.pineappleenergy.com/financial-information/cvr and
Pineapple’s March 29, 2023 Form 8-K Report providing “Important
Information for Holders of Contingent Value Rights” which is posted
at https://ir.pineappleenergy.com/sec-filings/all-sec-filings/content/0000897101-23-000130/pegy230377_8k.htm for
more information.
We expect that the $0.35 per CVR payment to the
CVR Holders will commence by November 15, 2024.
About Pineapple EnergyPineapple
is focused on growing leading local and regional solar, storage,
and energy services companies nationwide. Our vision is to power
the energy transition through grass-roots growth of solar
electricity paired with battery storage. Our portfolio of brands
(SUNation, Hawaii Energy Connection, E-Gear) provide homeowners and
businesses of all sizes with an end-to-end product offering
spanning solar, battery storage, and grid services.
Forward Looking
Statements This press release includes certain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are
based on the Company’s current expectations or beliefs and are
subject to uncertainty and changes in circumstances, including the
Company’s expectations regarding its ability to effect the reverse
stock split and regain compliance with Nasdaq’s continued listing
standards. While the Company believes its plans, intentions, and
expectations reflected in those forward-looking statements are
reasonable, these plans, intentions, or expectations may not be
achieved. For information about the factors that could cause such
differences, please refer to the Company’s filings with the
Securities and Exchange Commission, including, without limitation,
the statements made under the heading “Risk Factors” in the
Company's Annual Report on Form 10-K for the year ended December
31, 2023 and in subsequent filings. The Company does not undertake
any obligation to update or revise these forward-looking statements
for any reason, except as required by law.
Safe Harbor StatementOur
prospects here at Pineapple Energy Inc. are subject to
uncertainties and risks. This news release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Act of 1934. The Company
intends that such forward-looking statements be subject to the safe
harbor provided by the foregoing Sections. These forward-looking
statements are based largely on the expectations or forecasts of
future events, can be affected by inaccurate assumptions, and are
subject to various business risks and known and unknown
uncertainties, a number of which are beyond the control of
management. Therefore, actual results could differ materially from
the forward-looking statements contained in this presentation. The
Company cannot predict or determine after the fact what factors
would cause actual results to differ materially from those
indicated by the forward-looking statements or other statements.
The reader should consider statements that include the words
"believes", "expects", "anticipates", "intends", "estimates",
"plans", "projects", "should", or other expressions that are
predictions of or indicate future events or trends, to be uncertain
and forward-looking. We caution readers not to place undue reliance
upon any such forward-looking statements. The Company does not
undertake to publicly update or revise forward-looking statements,
whether because of new information, future events or otherwise.
Additional information respecting factors that could materially
affect the Company and its operations are contained in the
Company's filings with the SEC which can be found on the SEC's
website at www.sec.gov.
Contacts:Scott MaskinInterim Chief
Executive Officer+1 (631)
823-7131scott.maskin@pineappleenergy.com
Pineapple Investor Relations+1 (952)
996-1674IR@pineappleenergy.com
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